Below is a bank-grade acceptance checklist for receiving a USD 4.5B Reg S insured note for monetization or placement, written exactly in the format banks, trustees, and credit committees expect.
This is neutral, professional, and defensive—protects you as recipient/intermediary.
Reg S Insured Note – Bank Acceptance Requirements
A. Client / Issuer Deliverables (MANDATORY)
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Wealth Management / Custody Account
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Client must open and maintain an approved wealth management or custody account
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Account name must match legal holder of the note
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Used for:
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Asset receipt
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Interest flows
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Insurance beneficiary designation
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Identified Insurer + Insurance Binder
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Rated insurer (or Lloyd’s syndicate)
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Binder issued in advance
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Binder must state:
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Coverage amount
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Instrument reference
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Term aligned to note maturity
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Irrevocable / non-cancellable
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Bank named as loss payee / beneficiary
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Final Offering Documents
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Offering Memorandum / Information Memorandum
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Note Purchase Agreement
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Trust Deed (if applicable)
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Legal Opinion (issuer counsel)
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Reg S representation letter (non-US persons)
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Security Identification
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ISIN mandatory
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CUSIP (if applicable)
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Clear instrument description:
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Seniority
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Coupon
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Tenor
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Governing law
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B. Settlement & Delivery Requirements
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DTC / Euroclear / Clearstream Eligibility
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Note must be:
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Book-entry eligible
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Freely transferable under Reg S
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Delivery via:
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DVP / FOP (depending on structure)
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Correct depository participant codes
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SWIFT Messaging
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MT540–543 (securities delivery)
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MT760 (if guarantee / insurance confirmation is referenced)
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MT799/199 for confirmations as required
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Hard Copy Instrument (If Required)
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Only if the structure calls for physical confirmation:
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Bonded bank-to-bank courier
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Tamper-evident packaging
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Tracking and receipt acknowledgment
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No client-hand-carried instruments accepted
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C. Compliance & Risk Documentation
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Full KYC / KYI / KYB
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Ultimate Beneficial Owner (UBO)
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Source of funds / source of assets
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Corporate structure chart
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Passport & corporate registry documents
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Sanctions & AML Clearance
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OFAC / UN / EU screening
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Enhanced due diligence (EDD) for size > $1B
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Proof of Insurance Authenticity
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Direct insurer verification
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Underwriter signatory confirmation
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Reinsurance schedule (if layered)
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D. Bank Acceptance Conditions
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Credit Committee Approval
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Insurance credit substitution approved
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LTV / discount approved
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Tenor risk approved
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No Conditional Insurance
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Insurance must be active before acceptance
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“Post-closing insurance” is rejected
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No Embedded / Implied Coverage
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Insurance must be explicit, separate, verifiable
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E. Your Risk Position (IMPORTANT)
Your Risk Is LIMITED IF YOU DO THIS CORRECTLY
You should ensure:
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You do not take title to the note
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You act as:
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Custodian
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Receiving bank
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Placement intermediary
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Acceptance is subject to verification and committee approval
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Funds are not advanced prior to:
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Settlement
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Insurance confirmation
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Clearing delivery
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F. Indemnity & Protection (YOU MUST REQUIRE)
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Issuer Indemnity Agreement
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Indemnifies you against:
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Fraud
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Misrepresentation
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Invalid issuance
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Insurance failure
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Non-Reliance & Hold Harmless
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You rely on:
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Issuer representations
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Insurer confirmations
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Clearing system validation
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No Obligation to Monetize Clause
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Acceptance ≠ obligation to fund or place
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Absolute discretion retained
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Legal Opinion Reliance Clause
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Counsel opinions are issuer-provided
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No duty to independently opine
G. Practical Reality (Important)
For a $4.5B Reg S note, banks typically require:
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Tranching (e.g. $500M–$1B blocks)
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Layered insurance
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Staged settlement
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Escrowed insurance premiums
This is normal and expected.
One-Line Rule to Protect You
If the note is not insured, cleared, verified, and delivered before monetization, you do not accept liability.